Green Plains Inc. Sample Contracts

Green Plains Inc. – INCREMENTAL JOINDER AGREEMENT Effective Date: February 20, 2018 (February 20th, 2019)

Reference is made to the Credit Agreement dated as of July 1, 2015 (as amended, modified, extended or restated from time to time, the “ Credit Agreement ”) among Green Plains Operating Company LLC, a Delaware limited liability company (the “ Borrower ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference.

Green Plains Inc. – CORRECTIVE AMENDMENT TO RAIL TRANSPORTATION SERVICES AGREEMENT (February 20th, 2019)

THIS CORRECTIVE AMENDMENT TO RAIL TRANSPORTATION SERVICES AGREEMENT (this “Corrective Amendment”), is entered into and effective as of the 15th day of November, 2018 (the “Effective Date”), by and between Green Plains Logistics LLC (the “Operator”) and Green Plains Trade Group LLC (the “Customer”).  Customer and Operator are sometimes referred to in this Agreement as the “Parties” and individually as a “Party”.

Green Plains Inc. – SECOND AMENDMENT TO CREDIT AGREEMENT (February 20th, 2019)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of February 16, 2018 among GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (the “ Borrower ”), the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

Green Plains Inc. – FIRST AMENDMENT TO CREDIT AGREEMENT (February 20th, 2019)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of September 16, 2016 among GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited partnership (the “ Borrower ”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

Green Plains Inc. – THIRD AMENDMENT TO THE OMNIBUS AGREEMENT (February 20th, 2019)

This Third Amendment (this “Third Amendment”) to the Omnibus Agreement (as amended, the “Omnibus Agreement”) by and among Green Plains Inc., an Iowa corporation (“Green Plains”), Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company (the “General Partner”), and Green Plains Operating Company LLC, a Delaware limited liability company (the “Operating Company” and collectively with the Partnership and the General Partner, the “Partnership Parties”), is entered into on November 15, 2018, and dated  effective as of November 15, 2018.

Green Plains Inc. – AMENDMENT NO. 3 TO OPERATIONAL SERVICES AND SECONDMENT AGREEMENT (February 20th, 2019)

THIS AMENDMENT NO. 3 TO OPERATIONAL SERVICES AND SECONDMENT AGREEMENT (this “Amendment”), is entered into and effective as of November 15, 2018 (the “Effective Date”), by and between Green Plains Inc., an Iowa corporation (“GPRE”) and Green Plains Holdings LLC, a Delaware limited liability company (“GP”).  GPRE and GP are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”

Green Plains Inc. – THIRD AMENDMENT TO CREDIT AGREEMENT (February 20th, 2019)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of October 12, 2018 among GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.  All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

Green Plains Inc. – GREEN PLAINS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO (December 3rd, 2018)

On October 8, 2018, Green Plains Inc. (the “Company”) entered into an asset purchase agreement for the sale of three ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan, and certain related assets from subsidiaries, to Valero Renewable Fuels Company, LLC (“Valero”) for the sale price of $319.8 million, including net working capital and other adjustments (the “Valero Transaction”). Correspondingly, the Company entered into a separate asset purchase agreement with Green Plains Partners LP (the “Partnership”) for $120.9 million (the “Partnership Transaction”) to acquire the related storage assets to be disposed of in the sale to Valero and convey 460 of the 3,500 railcars leased by the Partnership to the Company. The Company received as consideration from Valero approximately $319.8 million, while the Partnership received as consideration from the Company 8.7 million Partnership units and a portion of the general partner interest equating to 0.2 million hypotheti

Green Plains Inc. – GREEN PLAINS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO (November 21st, 2018)

On October 8, 2018, Green Plains Inc. (the “Company”) entered into an asset purchase agreement for the sale of three ethanol plants located in Bluffton, Indiana, Lakota, Iowa, and Riga, Michigan, and certain related assets from subsidiaries, to Valero Renewable Fuels Company, LLC (“Valero”) for the sale price of $319.8 million, including net working capital and other adjustments (the “Valero Transaction”). Correspondingly, the Company entered into a separate asset purchase agreement with Green Plains Partners LP (the “Partnership”) for $120.9 million (the “Partnership Transaction”) to acquire the related storage assets to be disposed of in the sale to Valero and convey 460 of the 3,500 railcars leased by the Partnership to the Company. The transactions were previously described in a Current Report of the Partnership on Form 8-K filed with the United States Securities and Exchange Commission on October 10, 2018. On November 15, 2018, the Company closed on both the Partnership Transactio

Green Plains Inc. – AMENDMENT NO. 2 TO RAIL TRANSPORTATION SERVICES AGREEMENT (November 15th, 2018)

THIS AMENDMENT NO. 2 TO RAIL TRANSPORTATION SERVICES AGREEMENT (this “Amendment”), is entered into and effective as of the 15th day of November, 2018 (the “Effective Date”), by and between Green Plains Logistics LLC (the “Operator”) and Green Plains Trade Group LLC (the “Customer”).  Customer and Operator are sometimes referred to in this Agreement as the “Parties” and individually as a “Party”.

Green Plains Inc. – AMENDMENT NO. 3 TO ETHANOL STORAGE AND THROUGHPUT AGREEMENT (November 15th, 2018)

THIS AMENDMENT NO. 3 TO ETHANOL STORAGE AND THROUGHPUT AGREEMENT (this “Agreement”), is entered into and effective as of November 15, 2018 (the “Effective Date”), by and between Green Plains Ethanol Storage LLC (the “Operator”) and Green Plains Trade Group LLC (the “Customer”).  Customer and Operator are sometimes referred to in this Agreement as the “Parties” and individually as a “Party.”

Green Plains Inc. – SEVENTH AMENDMENT TO the CREDIT aGReement (November 9th, 2018)

This Seventh Amendment to the Credit Agreement ("Amendment") is dated as of October ___, 2018, between by and among GREEN PLAINS CATTLE COMPANY LLC (the "Borrower"), the commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties to the Credit Agreement (as defined below) (and such commercial, banking or financial institutions are sometimes referred to hereinafter collectively as the "Lenders" and individually as a "Lender"), and BANK OF THE WEST and ING CAPITAL, LLC, as "Joint Administrative Agent").  Borrower, Lenders, and the Joint Administrative Agent agree as follows:

Green Plains Inc. – GUARANTY AGREEMENT (November 9th, 2018)

THIS GUARANTY AGREEMENT (this “Agreement”) is entered into as of October 8, 2018, by VALERO ENERGY CORPORATION, a Delaware corporation (“Guarantor”), for the benefit of Green Plains Bluffton LLC and Green Plains Holdings II LLC (collectively, “Seller”).  Terms used but not defined herein shall have the meanings assigned to them in the APA (as defined below).

Green Plains Inc. – INCREMENTAL JOINDER AGREEMENT Effective Date: October 20, 2018 (November 9th, 2018)

Reference is made to the Credit Agreement dated as of July 1, 2015 (as amended, modified, extended or restated from time to time, the “Credit Agreement”) among Green Plains Operating Company LLC, a Delaware limited liability company (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.  All of the defined terms in the Credit Agreement are incorporated herein by reference.

Green Plains Inc. – SECOND AMENDMENT TO CREDIT AGREEMENT (November 9th, 2018)
Green Plains Inc. – GUARANTY AGREEMENT (November 9th, 2018)

THIS GUARANTY AGREEMENT (this “Agreement”) is entered into as of October 8, 2018, by GREEN PLAINS INC., a Delaware corporation (“Guarantor”), for the benefit of VALERO RENEWABLE FUELS COMPANY, LLC (“Buyer”).  Terms used but not defined herein shall have the meanings assigned to them in the APA (as defined below).

Green Plains Inc. – STOCK PURCHASE AGREEMENT among KERRY HOLDING CO., AS THE BUYER, GREEN PLAINS II LLC, AS THE SELLER, FLEISCHMANN’S VINEGAR COMPANY, INC., AS THE COMPANY, AND, SOLELY FOR PURPOSES OF SECTION 11.17, GREEN PLAINS INC., AS THE GUARANTOR Dated as of October 23, 2018 (October 25th, 2018)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 23, 2018, is made by and among Green Plains II LLC, a Delaware limited liability company (the “Seller”), Kerry Holding Co., a Delaware corporation (“Buyer”), Fleischmann’s Vinegar Company, Inc., a Delaware corporation (the “Company”), and Green Plains Inc., an Iowa corporation (the “Guarantor”). Capitalized terms not otherwise defined have the meanings given in Article X.

Green Plains Inc. – Green Plains Announces Agreement to Sell Fleischmann’s Vinegar to Kerry Group (October 25th, 2018)

OMAHA, Neb., Oct. 25, 2018 (GLOBE NEWSWIRE) - Green Plains Inc. (NASDAQ:GPRE) announced today that it has entered into a stock purchase agreement with Kerry Group to sell the Fleischmann’s Vinegar Company, Inc. for $350 million in cash, subject to certain post-closing working capital adjustments.

Green Plains Inc. – ASSET PURCHASE AGREEMENT dated as of October 8, 2018 by and between VALERO RENEWABLE FUELS COMPANY, LLC as the Buyer and GREEN PLAINS BLUFFTON LLC AND GREEN PLAINS HOLDINGS II LLC as the Sellers (October 10th, 2018)
Green Plains Inc. – ASSET PURCHASE AGREEMENT (October 10th, 2018)

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of October 8, 2018, by and among Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company (the “General Partner”), Green Plains Operating Company LLC, a Delaware limited liability company (the “Operating Company”), Green Plains Ethanol Storage LLC, a Delaware limited liability company (“Ethanol Storage LLC”), and Green Plains Logistics LLC, a Delaware limited liability company (“Logistics” and collectively with the Partnership, the General Partner, the Operating Company, and Ethanol Storage LLC, “Sellers”), Green Plains Inc., an Iowa corporation (“Green Plains”), Green Plains Bluffton LLC, Green Plains Holdings II LLC and Green Plains Trade Group LLC. Each of Sellers, Green Plains, Green Plains Bluffton LLC Green Plains Holdings II LLC and Green Plains Trade Group LLC are sometimes referred to in this Agreement individually as

Green Plains Inc. – Green Plains Enters into Agreement to Sell Three Ethanol Plants to Valero Renewable Fuels (October 10th, 2018)

OMAHA, Neb., Oct. 10, 2018 (GLOBE NEWSWIRE)  Green Plains Inc. (NASDAQ:GPRE) announced today that it has entered into an asset purchase agreement with Valero Renewable Fuels Company LLC to sell three of its ethanol plants located in Lakota, Iowa, Bluffton, Ind., and Riga, Mich. for $300 million in cash, plus approximately $28 million of working capital also paid in cash. The transaction involves 280 million gallons of nameplate capacity, or approximately 20% of the Company’s reported ethanol production capacity.

Green Plains Inc. – 3.25% CONVERTIBLE SENIOR NOTES DUE 2019 (August 14th, 2018)

INDENTURE, dated as of August 14, 2018, between Green Plains Inc., an Iowa corporation (“Company”), and Wilmington Trust, National Association,  a  national banking association, as trustee (“Trustee”).

Green Plains Inc. – Replacement Page for fifth AMENDMENT TO the CREDIT aGReement (August 2nd, 2018)

This Fifth Amendment to the Credit Agreement ("Amendment") is dated as of November 16, 2017, between by and among GREEN PLAINS CATTLE COMPANY LLC (the "Borrower"),  the commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties to the Credit Agreement (as defined below) (and such commercial, banking or financial institutions are sometimes referred to hereinafter collectively as the "Lenders" and individually as a "Lender"), and BANK OF THE WEST and ING CAPITAL, LLC, as "Joint Administrative Agent").  Borrower, Lenders, and the Joint Administrative Agent agree as follows:

Green Plains Inc. – sixth AMENDMENT TO the CREDIT aGReement (August 2nd, 2018)

This Sixth Amendment to the Credit Agreement ("Amendment") is dated as of July 31st, 2018, between by and among GREEN PLAINS CATTLE COMPANY LLC (the "Borrower"), the commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties to the Credit Agreement (as defined below) (and such commercial, banking or financial institutions are sometimes referred to hereinafter collectively as the "Lenders" and individually as a "Lender"), and BANK OF THE WEST and ING CAPITAL, LLC, as "Joint Administrative Agent").  Borrower, Lenders, and the Joint Administrative Agent agree as follows:

Green Plains Inc. – Macquarie Bank Limited Commodities and Financial Markets (August 2nd, 2018)

Subject to the terms and conditions set forth in this agreement (as amended, modified or supplemented from time to time, this “Agreement”), Macquarie Bank Limited (“MBL”), an Australian company with limited liability and the indirect parent of Macquarie Futures USA LLC (“MFUSA”), a Delaware limited liability company registered with the U.S. Commodity Futures Trading Commission as a futures commission merchant and with whom you maintain one or more commodity interest account(s) for U.S. and/or foreign futures, options on futures contracts and/or cleared swaps (individually and collectively, the “Futures Account”), wishes to confirm the terms and conditions upon which MBL may in its sole discretion, from time to time during the term of this Agreement, provide a revolving credit facility to Green Plains Commodity Management LLC, a Delaware limited liability company (“Borrower”) in connection with the Futures Account.

Green Plains Inc. – Second AMENDMENT TO TERM LOAN AGREEMENT (August 2nd, 2018)

THIS Second AMENDMENT TO TERM LOAN AGREEMENT, dated as of July 13, 2018 (this “Amendment”), is among GREEN PLAINS INC. (the “Borrower”), the lenders signatory hereto (the “Lenders”) and BNP PARIBAS, as administrative agent and as collateral agent (the “Administrative Agent”).

Green Plains Inc. – ASSET PURCHASE AND SALE AGREEMENT Among BARTLETT CATTLE COMPANY, L.P. (“Seller”) And GREEN PLAINS CATTLE COMPANY LLC (“Buyer”) Dated as of July 27, 2018 (August 1st, 2018)

This ASSET PURCHASE AND SALE AGREEMENT is made as of the 27th day of July, 2018 (the “Effective Date”), by and between Bartlett Cattle Company, L.P., a Texas limited partnership (“Seller”), and Green Plains Cattle Company LLC, a Delaware limited liability company (“Buyer”) (Seller and Buyer may be referred to collectively as the “Parties” or individually as a “Party”).

Green Plains Inc. – SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (May 7th, 2018)

THIS SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this “Deed of Trust”) is made as of April 5,  2018 by and among Green Plains Atkinson LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Grantor”), having an address at 1811 Aksarben Drive, Omaha, NE  68106, to Fidelity National Title Insurance Company (“Trustee”), having an address at 11600 College Boulevard, Suite 205, Overland Park, Kansas 66210, for the benefit of BNP PARIBAS (“BNPP”), as Pari Passu Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York  10019 (BNPP, in such capacity, together with its successors and assigns, “Beneficiary”).

Green Plains Inc. – SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (May 7th, 2018)

This Second Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement (the  “Amendment”) is made this 15th day of March, 2018 by and among Green Plains Trade Group LLC, a limited liability company formed under the laws of the State of Delaware (“GTRADE”), and each other Person joined as a Borrower from time to time (each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

Green Plains Inc. – SECOND LIEN LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (May 7th, 2018)

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Illinois Uniform Commercial Code.

Green Plains Inc. – SECOND LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (May 7th, 2018)

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Alabama Uniform Commercial Code.

Green Plains Inc. – FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (May 7th, 2018)

THIS MORTGAGE CONTAINS AFTER-ACQUIRED PROPERTY AND CONSTITUTES A SECURITY INSTRUMENT AND IS A CONTINUOUSLY PERFECTED FIXTURE FILING WHEN FILED OF RECORD IN THE OFFICE OF THE RECORDER OF WELLS COUNTY, INDIANA, PURSUANT TO IND. CODE 26-1-9.1-502 AND 26-1-9.1-515, AND THE TERMS AND PROVISIONS HEREOF.

Green Plains Inc. – FIRST LIEN FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (May 7th, 2018)

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the Uniform Commercial Code of the State of Texas.

Green Plains Inc. – PARTIAL RELEASE OF SECURITY INTEREST (May 7th, 2018)

THIS PARTIAL RELEASE OF SECURITY INTEREST is made as of April 30, 2018 (the “Release”), by BNP PARIBAS, as collateral agent (in such capacity, the “Collateral Agent”).

Green Plains Inc. – SECOND LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (May 7th, 2018)

This deed of trust contains after-acquired property provisions and constitutes a fixture financing statement under the California Uniform Commercial Code.